Twilight Velvet sat leaned back in her spacious booth, hands behind her head, horn lit with her soft blue magical glow, absentmindedly playing with herself as she stared at the fake cavern wall in front of her. Her magic massaged her voluptuous bosom, kneading her round mounds of fat just the way she liked—nipples pinched, tweaked and vibed by her aura. While another aura played with her labia and clit slowly, vibrating at just the right pace to keep the endorphins pleasantly churning through her brain. She sighed, her eyes fluttering for a brief moment, her long toned legs and semi-flat stomach tensed every few seconds.
Velvet couldn't be any more bored out her mind even if she tried. Today was an uncharacteristically slow day for the 'Love Spot'.
Ever since Cadence and Shining Armor were able to broker peace between the ponies and changelings—due to quite the open and 'loving' relationship between the leaders of the Crystal Empire and the Queen of Changelings, at least, that's what most gossip mongers would assert. Cities and towns have been welcoming the vast changeling population with open arms, both sides eager to share ideas, cultures and to coexist. One idea that came from the Crystal Empire itself was the opening of a changeling centric 'restaurant'. A place where willing ponies would work and feed changeling patrons love.
Once the new business came to Canterlot, it was undoubtedly a hit. Designed to look like a changeling hive on the inside, allowing them some modicum of comfort and familiarity when they decided to stop in and grab a 'bite to eat' during the day or evening. It was considered a restaurant to most and a brothel to some others—it just depends on who you asked.
“Miss Velvet, you're needed in the break room,” A cute female changeling said softly. Velvet continued to stare off into the distance, too engrossed with her own pleasure to notice the changeling speaking to her. “Miss Velvet...” the changeling waved a hand in front of the face of the gorgeous pony matriarch, attempting to get her attention. “Hello?”
As if she was abruptly awoken from a trance, Twilight Velvet jerked back slightly, her eyes focusing on the lone changeling in her private booth. Her cheeks heated gently and took on a rosy hue, embarrassed by being caught zoning out more than enjoying herself in front of the changeling staffer.
A warm motherly smile graced her face, “I'm sorry, honey, I kind of spaced out there for a little bit. What did you say?” Velvet asked.
“Oh, Uhm... Your presence is required in the break room.”
Perking up even more, Velvet jumped out of her seat excitedly. “That's great! Finally, something to do. Do you know how many?”
“Just four,” the messenger meekly replied.
Velvet shrugged. “Hmm... I thought it would be more, Oh well.” she looked the changeling up and down, marveling at the girl's wonderful physique, small yet perky breasts, tight and toned thickness in all the right places—Velvet was salivating just from the sight of her. Putting a finger to her bottom lip, Velvet spoke in a caring tone. “Do you want a quick snack, sweetie? You look like you could use a nice pick-me-up.”
The mischievous smirk on Velvet's muzzle went unnoticed as the changeling answered. “Oh... uh, I don't know if tha—mffph”
Like a lioness striking toward her prey, Velvet quickly stepped forward and locked lips with the changeling, before the young one knew what had happened. With one hand behind the changeling's head and the other on her hip,Velvet felt any apprehension leave the delectable little bug in seconds as she pulled her in close. Both of them embraced the kiss, meeting each other's actions step for step—or in this case 'tongue for tongue'. Velvet took note that this changeling wasn't that bad at smacking lips as some of the others, still raw but she clearly had some skill.
As the kiss drew on longer, Velvet finally felt a tiny trickle of love taken from her. She held on longer, letting the changeling take her fill, after a few more moments the two pulled away from one another, a thin line of spit connecting their lips.
“Wow, the others were right, you taste amazing. So pure,” the changeling chittered out giddily behind half-lidded eyes.
Velvet giggled, “Oh, no problem, dear.” She gave her cute little bug's rump a firm squeeze before letting go. “Feel free to come by any time, I'd be happy to feed you a full meal when I'm not busy.” she purred.
Sashaying out of her booth with an extra sway to her hips, beautiful unicorn mare left the love-drunk bug in her booth and made her way to the break room.
Velvet walked through the break room entryway, the large room held a pair of televisions, three couches, a bed, a small dinette area in the back corner of the room, and a pair of vending machines. All in all, the room had everything needed for any employee to relax during their time off the clock.
Velvet surveyed the room, two pairs of male changelings each sat on the couches, grumpy and unpleasant looks plastered on their muzzles. For Velvet, it was fairly obvious why she was sent here. She strolled over toward the seated quartet, stopping in front of the four. Velvet beamed at them, standing tall as she ogled each one.
The four looked similar in most aspects, which was pretty normal when they weren't in a shape-shifted form. Sporting strong lean muscles on their arms and legs, while their stomachs sported tight, visible six-packs, and not to mention each of them was hung with a cock that would make most mares think twice—without a doubt, they each looked like a black, chitin-covered, big-cock wielding, bug-hunk.
“Well, boys, sorry I didn't get here sooner.”
The four male changelings turned their gazes toward Twilight Velvet, all of them slowly smiling as they drank in the sight of the gorgeous mature mare.
“Looks like I'm just what you needed to help lighten the mood.” Velvet got on to her knees. “Come on, boys, up and at em! Momma's gonna give you her love.”
Each one of them quickly rose from their seats and gathered around her, like hyenas surrounding a wounded prey. Their grins grew wider as they waited for Velvet to start working her 'magic'.
Velvet wasted no time at all, swiftly, with practiced ease, she grabbed a semi-hard cock in each hand and the remaining two were grasped within her magic. Slowly she began to stroke each one, her soft hands gliding up and down their shafts while the warm glow of her magic mimicked the pace of her hands. She was quite adept at this, providing equal pleasure to the four stallionhoods in front of her.
“Oh, my. Four big, throbbing cocks for me to love,” Velvet said cheerfully.
Blissful groans soon filled the air, Velvet had worked all of them to their peak hardness, feeling the pulse of each member within her hands and magic.
Velvet leaned forward, her mouth inching closer to the twitching length to her furthest right, she opened her maw just wide enough to allow its tip to sneak inside the warm and wet confines of her mouth. Like a baby suckling on its pacifier, she tightened her lips forming a slick airtight seal around his dick. She began lathering the head and shaft with a healthy coating of saliva, forcing a grunt from the changeling whose member was being fellated. Her tongue danced like a well-choreographed cock-pleaser, enjoying the saliferous taste and heady musk that made their presence known on her senses. She could feel a dollop of precum drop onto the back of her tongue, sending a shiver of pleasure down her spine and causing a tingling numbness to radiate from her masterful mouth muscle.
A few seconds passed, with one loud gulp, she swallowed the large dollop of viscous pre. A happy hum vibrated on the rod in her maw. Slowly, Velvet started to bob, bringing the changeling's girth deeper and deeper into her muzzle.
A steady pace built, bringing herself down halfway before bobbing back up—from the sounds she was hearing, the changeling was enjoying himself quite a bit.
All the while, Velvet never lost focus on the other three beautiful rods, stroking them in sync with the one in her mouth.
Being the expert cocksucker she was, it didn't take long for Velvet to start noticing the telltale signs of a cock ready to burst. The changeling's balls churned, his stomach tensed, and his length throbbed harder and harder. With a plan already in mind, Miss Velvet retreated back, pulling her mouth off the groaning changeling's breeding spear with an audible 'pop', exposing his damp hardness to the cool air.
She looked up at the disappointed and confused changeling with a sly grin. “Not yet, dear.” Velvet winked. “You'll get to pop soon enough, just have to be patient,”
“B-but, I-I want to cum!” The pent-up changeling hissed out.
The lusty grey mare kept him on the edge, changing tempo specifically for him while she moved on to servicing the changeling next to him. Each time he tried to find release, she slowed her pace keeping his hefty balls churning but unable to unload their gooey payload. Every time he tried to relax and settle himself down, Velvet increased her speed, certain to keep him at the precipice of orgasm but just out of reach of tumbling over.
The other three 'stallions' watched in awe, half focused on the pleasure she was bestowing upon them and the other half focused on the casual demonstration of her superior sexual skill. It washed away any thoughts that any of them were in control immediately, it was quite clear that Velvet had a plan in mind and they were all just along for the ride.
Before long, she had all four of them on the verge of cumming, legs trembling, lengths throbbing and twitching, balls churning as they groaned out desperately for their release. Their tips oozed glowing, bright-green pre down on the floor—the signature color of changeling sperm.
With a horny and impish grin, Velvet looked up into the eyes of each one of them. Their gazes were distant and their jaws hung slack as groans and indecipherable sounds of pleasure were the only things to be heard.
Velvet giggled. She might have overdone it just a smidge. “Okay boys, let me have it. Paint this filthy changeling loving slut green!”
The magic around her horn glowed brighter, increasing the intensity of pleasure on the members within her fields of magic. In unison, her hands worked just as expertly, picking up the pace to match her magic, her spit slicked hands stroked faster and faster. Velvet's gaze lingered back down to the dicks in front of her. She watched intently as her plan to have all four of them cum simultaneously came to fruition.
Aiming each breeding spear directly at her face and body, Velvet sent them over the edge. Their bodies stiffened, their vision became blurred, their ball-sacks tightened, and their rods began to unleash wave after wave of changeling jism.
In a matter of seconds, Velvet was spattered with the glowing changeling spunk. Like a cum-starved whore, she kept her mouth open, making sure a healthy deposit landed into her mouth. Her hair and face received the majority of the onslaught, multiple spurts hitting her as she happily took her four-way cum-shower. Excess amounts dripped and trickled down on to her breasts and neck, leaving nearly her entire body covered.
As the final few spurts came, Velvet went to work finishing her task. Her lips wrapped around the head of each cock again. One by one she sucked out the last vestiges of cum from their tips, cleaning each member diligently. With her mouth full and the last little drizzle of seed cleaned from the changelings, she swished it around in her mouth, like a cum sommelier she took note of the taste, thickness, and aroma. Her eyes fluttered, enjoying the jizz-cocktail. This time, with two smaller gulps, Velvet swallowed, feeling the warm green concoction flow down her throat and hit her stomach.
With an empty mouth, Velvet smacked her lips and sighed contently. She slowly brought herself back to her full height, standing just a half-foot short of each of the changeling studs she had just sucked off.
“Thanks for the fun, boys. Hopefully, each of you enjoyed your healthy snack because it's time to get back to work, fellas,” Velvet said with a warm smile.
Each of them groaned in unison, obviously upset by the fact that break-time was now over.
“Don't worry, We'll do this again tomorrow, I promise.” Velvet declared, knowing that would boost their spirits.
The four quietly mosied on out of the break room, filled with Miss Velvet's love and excited by her promise.
Once the break room was left all to herself, Velvet sauntered over to the sink area. As much as she loved giving the boys a first-hand interactive experience to bukkake, it just was not practical to be covered in glowing green semen for the rest of her work shift. Grabbing a cloth, she wiped herself down, her fur still matted and messy in some places but without a shower it was the best she could do.
A monotone chime rang inside the break room, a speaker on the wall crackled to life. “Miss Velvet, two guests are ready for you in your booth. Miss Velvet, two guests are ready for you in your booth,” The voice repeated.
Twilight Velvet nodded and tossed the cloth in the sink as she left for her booth.
Stepping into her booth, Velvet found herself staring at another pair of good looking, muscular, and well-endowed changeling drones. The two stared back at her with predatory grins, their fangs peeking out from behind their thin lips, sending an arousing chill down her spine—causing her marehood to moisten.
'There's something different about these two.' Velvet thought to herself as she bit her lower lip.
“I hope I didn't keep you two waiting,” She said warmly.
“Not at all, Miss Velvet. From what we've heard, you're well worth the wait,” both changelings said in sync with one another, their gazes unwavering.
The reply threw Velvet for a loop, the response from her guests was in stereo.
After a second to compose herself, she stepped in between the two of them with a lustful expression on her muzzle that wordlessly said 'Show me what you got, boys.'. Placing her fingers on their chests, they slowly began to wander downward, her nails lightly scratching at their chitin until she reached their waistlines. She watched as both their semi-hard lengths bounced between their thighs, slowly growing to a size that made her mouth water and pussy drool as droplets of arousal trickled down her own thighs.
“So...” Velvet trailed off, still mesmerized by the beautiful sight before her. “What did you boys have in mind?” She licked her lips with a smile. “ I'm here for your pleasure.”
The two drones looked at one another, sharing a grin, the one behind her picked her up from beneath her armpits, forcing a surprised yelp to leave Velvet's mouth. She told the drone lifting her. Higher and higher she rose until the changeling's arms were fully outstretched above his head—her head nearly touching the ceiling and legs dangling helplessly in midair. “Be careful now,” She told the drone who held her aloft.
“I could use a little snack, for starters,” The one in front of Velvet said while stepping forward. Reaching out with both hands, he grabbed on to each of her thighs, his fingers sinking into her flesh beautifully and spreading her legs while his head was perfectly aligned with her dripping marehood.
A shiver of fear and excitement coursed through her body, hanging in the air while suspended by the strong changeling. Her sensitive inner thighs loved being touched and grasped, a small stifled moan escaped her lips as warm sensations of pleasure cascaded all over her form—more liquid arousal leaking from her pussy.
Leaning forward, the drone had a perfect front-row view of Velvet's exposed sex. The strong scent and alluring musk filled his sinuses, making his own mouth water. He watched rivulets of nectar trickle down her thigh from the mare's glistening cuntlips. His long, green, forked tongue extended past his lips, hitting her deliciously sweet honeypot. Another moan graced his ears as he buried his tongue into her snug, sopping love-tunnel. Her taste filled his mouth, working diligently to feast on her wetness and make her scream.
Velvet's eyes widened in surprise, her leg muscles tightening from the intense pleasure she received from the lengthy and lithe changeling tongue looting her drenched depths. She did her best not to squirm, instead, trying to enjoy the bliss washing over her—aware of the fact that too much thrashing would most likely cause the changeling hoisting her up to lose his grip. Her moans flowed freely from her muzzle, filling the room and encouraging him to go further.
“Ohhh, don't stop. Yesss Deeper!” Velvet somehow managed to convey through the mind-muddling euphoria.
Feeling her insides probed in just the right ways, she could feel a warm thrill coil in her stomach, her body getting close to a much-needed release. “I love this, boys, keep going,” She said huskily.
Her vision went hazy, eyes unfocused as she felt both changelings begin siphoning her love, the green glow of their magic lighting the room, swirling around her head, horn, and eyes. Velvet was used to the feeling, but this was sending her brain and body into a confused frenzy. “Ah, Ah, Ah, Ohhh Yes! Take my love! Fill yourselves up!” She shrieked.
Velvet's snatch clenched tightly onto the changeling's tongue scoping her insides, squeezing and convulsing as she experienced her cunnilingus induced-orgasm. A small trickle of marecum flowed past her tight nethers into the waiting maw of the 'hungry' drone, a tangy taste staining his mouth and face. Velvet closed her eyes, basking in the pleasure while she gasped and panted for breath, allowing it to subside—not a mammoth climax by her standards but an enjoyable one at least.
The young studs relented, the one who held her overhead lowering her into his lap as he sat on the floor, his rock hard member gently teasing her oversensitive marehood. With her legs currently unwilling to stand or move, she was still content to sit and 'relax' on his lap.
The one who had been tending to her pulled his head away with a doe-eyed smile, clearly happy with his experience. He licked around his juice-stained face and muzzle, cleaning as much as he could. “Mmm, Miss Velvet, you really are a wonderful taste.” With a small blink and shake of his head, that predatory gaze was back on her. “I think it's time for the main course.”
“Oh? What did you have in mind for tha—” Velvet gasped, her response interrupted by the girthy invader slowly spearing her nethers.
The changeling underneath had lined himself up with her cunt and had started inching his way into her tight, sodden, puffy-lipped passage. Her glistening lower lips spread wide to accommodate his size, just the first few inches alone were enough to send mind-numbing pleasure jolting through her body. Velvet's mouth opened, trying to speak, the only coherent sound that left her mouth was a loud gurgling throaty moan.
“She's so tight and hot, brother. Her cunt feels amazing and I haven't even filled her yet,” The changeling on the floor hissed out through his own grunts and groans. His hands clamped firmly on to her rump and hips, his fingers making indents in the fat abundant area, pulling her down onto his rod with one long, wet 'schlick'.
“That's it! Make her take it all.” The other changeling said. His own cock throbbing from the show.
Soon, the changeling had fully sheathed himself inside Velvet's tunnel, his grip holding her down securely while he massaged the mare's buxom, grey-furred buttocks. A small barely noticeable bump could be seen just underneath Velvet's naval, the head of his cock gracefully teasing her cervix, causing another joyful shriek to emit to from Velvet's mouth. The warmth, wetness, and tightness were like heaven on his groin, delighted pleasure-filled grunts left his own mouth as he felt the strong, silky smooth folds massage his length.
Velvet gradually started to regain her senses—pleasure no longer muddling her thoughts. With her eyes closed, she let out a loud, lust-filled moaned and began clenching her pussy tightly, focusing on every detail of the amazing dick inside her. She sat there impaled on his length, letting it steep in her nectar, a thick coating of her arousal painted it from tip to base.
Velvet felt herself being lifted once again, her insides emptying reluctantly as a wet suction-like 'squelch' was made. She mewled softly. With little effort, the changeling underneath her had lifted her by her ass, his biceps flexing as he held her above his lap with the tip of his member still inside her.
Velvet fidgeted in his powerful grip, trying to get his stallionhood back inside her.
Eyeing her distress, the changeling held her steadily, leaning in close to her ear from behind, he whispered. “Tell me what you want, Miss Velvet.”
A shiver ran up Velvet's spine, her fur standing on end. With half-lidded eyes and a crimson hue to her cheeks, she begged. “Please, put it back. Put that wonderful fucking cock back inside my slutty cumdumspter cunt!”
“You want it that badly, huh?” Both changelings said in unison, a cocky grin on each of their faces.
Velvet nodded emphatically, whimpering in need.
Without any warning, the changeling let go of his grip on Velvet, dropping her back down with the full force of gravity on to his rock-hard throbbing spear. Velvet's eyes nearly popped out of her head, her bug-eyed and open-mouthed, slack-jawed expression indicating she was caught by surprise.
The flood gates opened once her cervix was touched for a second time, her marehood clenched down like a vice, tightly dancing over the cock inside her, attempting to milk it. Marecum splashed outward, spraying down in multiple directions, warmly drenching the changeling's hefty balls. Velvet tried to scream while her body shook but found her voice caught in her throat, the pleasure too much for her to even create a noise.
Her brain was becoming a pleasure-drunk mess.
With a gravelly grunt, the changeling sat there, impaling Velvet, and enjoying the sensations bestowed upon his stallionhood. He took this moment to light his horn, green changeling magic swirling around Velvet's head, siphoning her love and hazing her already addled mind. He looked toward his brother who was clearly enjoying the show and gave him a nod. “I think it's time you joined in, brother. Let's destroy her tight little foal-factory and make her take both of us, I bet the slut will be cumming nonstop.”
More than happy to finally get a chance to join the action, the brother's cock stiffly twitched with excitement. He stepped forward, between the spread legs of both Velvet and his brother, lining up his own member above the one already inside. As he pushed his hips forward, he was unsure whether Velvet's marehood would relent its tight grasp enough to allow him in as well. His first attempt at breaching her wet, hot convulsing inner depths was unsuccessful, the head of his cock weakly squishing against her outer lips. Pulling back for a moment, he looked down at the clenching and spurting nethers that awaited.
He was determined to get inside, luckily, it only took a second try.
He lined himself up again, this time wedging the head of his cock inside her. With it snugly inside, the changeling began to push his hips forward, slowly thrusting his shaft into her pussy. Inch by inch, it forced its way inside, filling the mare's slick passage beyond what was thought possible
Velvet's cunt stretched to welcome the second thick throbbing length, the bulge in her abdomen growing twice as large—the outline of a changeling cock clearly visible. Euphoria bombarded her entire body, the feeling of two cocks stretching and filling her marehood was overwhelming even for her. One orgasm rolled into the next as she went cross-eyed, mane sweaty and disheveled, her mouth hung open, drool pooling in the bottom of her mouth, the excess dribbling down her chin.
Her brain was slowly devolving, the pleasure riddled mare could barely form a coherent sound or thought as her tunnel was stuck in a continuous state of orgasm, massaging the pair of rods inside her. A constant stream incoherent babbling, moans, and shrieks were the only thing leaving her muzzle now that she was impaled by two changeling studs.
She could feel the two of them begin a tempo of alternating thrusts, their members coated in so much of her marecum that keeping the rhythm was quite easy. Wet 'schlicks' and 'slurps' could be heard as one would pull back and the other would slam forward, their tips spurting bright-green globs of precum as they bottomed out and reached her cervix again and again.
Labored breaths came from each changeling, sweat glistening on their bodies. Their thrusts and were becoming more sporadic and out of sync, members throbbing and pulsing harder and faster.
Clearly an indication they were nearing their own peak.
“I'm close.” One of them grunted out in between pants.
“Me too, should we fill her?” The other asked as he slammed himself back in roughly, causing Velvet's marehood to splash out another torrent of nectar on to their groins.
“Her booth is labeled as a 'Premier Breeder', I think it would be wrong to keep this slut's womb empty.”
“Good, because my balls are aching to paint her insides.”
Each of them shared a nod, picking up the pace, they pistoned in and out like changelings gone mad. It didn't take long for each of them to reach their climax, with a final firm thrust they each hilted the bliss filled mare, shafts hugging against one another firmly as they both unleashed their seed. A warm, thick rush of changeling semen burst into Velvet, the copious amount filling her womb to the brim. The virile and potent changeling cum had no trouble at all finding its way to the fertile Velvet's egg, impregnating her on the spot.
As the changelings emptied their balls, Velvet's stomach gradually began to expand, the outline of cock slowly disappearing and a pudgy, round, cum-filled mound taking its place. Fluorescent changeling fluid leaked out of her cunt, with nowhere else to go it followed the path of least resistance, trickling out passed the two members stuffing her hole.
With the final few weak spurts, Velvet could feel each rod deflating, then unceremoniously pulled out from her clenching marehood, leaving nothing but an empty, gaping, green-cum leaking hole.
Still delirious and exhausted, she didn't even notice what the duo had done before leaving. She now sat up against the wall, legs spread, displaying her leaking sex for the next visitor to see, a dream-like, ecstasy filled look on her face.
Author's Note
Good Music (Trippy Video Warning. Party On! Ba duda, ba duda, ba duda, badu)
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-Took me like two months to get this finished.
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